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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 25, 2023

 

Edgemode, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-55647   47-4046237
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301

(Address of Principal Executive Offices, and Zip Code)

 

(707) 687-9093

Registrant’s Telephone Number, Including Area Code

 

Fourth Wave Energy, Inc.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None Not Applicable Not Applicable

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

     

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective January 25, 2023 Edgemode, Inc. (the “Company”) amended stock option grants dated January 31, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment reduces the exercise price of the options from $0.40 per share to $0.06 per share.

 

The foregoing description of the amendment is qualified in its entirety by the full text of each amendment to stock option grant which is filed herewith as Exhibit 10.1 and 10.2.

 

Item 8.01 Other Events.

 

On January 25, 2023 the Company redeemed 212,500 shares of the Company’s issued and outstanding Series B Convertible Preferred Stock for an aggregate redemption price of $270,778.23 pursuant to and in accordance with the Company’s Certificate of Designation, Preference and Rights of Series B Preferred Stock. Following the redemption, there are no shares of Series B Preferred Stock outstanding.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

        Incorporated by Reference   Filed or Furnished
Exhibit #   Exhibit Description   Form   Date   Number   Herewith
10.1   Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023                Filed
10.2   Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023               Filed
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)                

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Edgemode, Inc.
     
 Dated: January 26, 2023 By: /s/ Charles Faulkner
  Name:   Charles Faulkner
  Title: Chief Executive Officer

 

 

 

 

 

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